MAHINDRA INSURANCE BROKERS LIMITED Directors’ Report to the shareholders
Your Directors have pleasure in presenting the 28th Annual Report along with the
Audited Accounts of your Company for the year ended 31st March, 2015.
A. Financial Results
(Amount in Rs. Crores)
Particulars For the year ended
31st March 2015
For the year ended 31st March 2014
Income 126.20 111.18
Profit before Interest,
Depreciation and Taxation 66.52 64.12
Depreciation (1.24) (0.35)
Profit before Taxation 65.28 63.77
Provision for Taxation:
Provision for Current Tax (22.70) (21.84)
Provision for Deferred Tax 0.36 0.07
(22.34) (21.77)
Profit after Taxation 42.94 42.00
Balance of Profit for prior years 102.17 67.39 Less: Depreciation (net of
deferred tax) for earlier years
(0.10) -
Appropriations: 145.01 109.39
Transfer to General Reserve 4.30 4.20
Dividend on Equity Shares (Proposed)
3.22 2.58
Tax on Dividend (Proposed) 0.66 0.44
Surplus carried to Balance Sheet
136.83 102.17
B. Dividend
Your Directors recommend a dividend of Rs. 12.50 per Equity Share on 25,77,320 Equity Shares of Rs.10 each, aggregating to Rs. 3.22 crores. The above dividend, if approved, will be paid to those Members whose names appear in the Register of Members as on the Record Date fixed for this purpose. The dividend including dividend distribution tax, surcharge and education cess will absorb a sum of Rs. 3.88 crores (as against Rs. 3.02 crores on account of dividend of Rs. 10 per Equity Share, paid for the previous year). C. Transfer to Reserves
Your Company proposes to transfer an amount of Rs. 4.3 crores to the General Reserve. An amount of Rs. 136.83 crores is proposed to be retained in the surplus.
D. Operations
The year ended 31st March, 2015 marked the 11th year of successful insurance
broking operations of your Company. In this journey of 11 years, your Company has been able to service over 5 million insurance cases, largely in the rural and semi-urban markets in India. Your Company has been able to reach the benefit of insurance to over 1,25,000 villages across India. Your Company endeavors to further increase insurance penetration in rural India as well as become a significant player in global insurance markets.
During the year under review, your Company serviced 1.1 million insurance cases, with a total of 1,137,981 cases for both Life and Non-Life Retail business. The customized Life insurance cover “Mahindra Loan Suraksha” (MLS) declined from 5,09,864 lives covered with a Sum Assured of Rs. 14,393.5 crores in the Financial Year 2013-14 to 4,59,781 lives covered with a Sum Assured of Rs.13,515.4 crores in the Financial Year 2014-15. This primarily is on account of the general economic slowdown witnessed during the year having a cascading impact on the auto-manufacturing and auto financing industry. A substantial portion of MLS though continued to be covered in the rural markets.
Your Company achieved a growth of 22% in Gross Premium facilitated for the Corporate and Retail business lines, increasing from Rs. 825.2 crores in the Financial Year 2013-14 to Rs. 1,002.7 crores in the Financial Year 2014-15 crossing the 1000 crores mark. The Total Income increased by 14% from Rs. 111.2 crores in the Financial Year 2013-14 to Rs. 126.2 crores in the Financial Year 2014-15. The Profit before Tax increased by 2% from Rs. 63.8 crores to Rs. 65.3 crores, and the Profit after Tax increased by 2% from Rs. 42.0 crores to Rs. 42.9 crores during the same period. The Networth increased by 29% from Rs.132.9 crores in the financial year 2013-14 to Rs.171.9 crores in the financial year 2014-15.
E. Achievements
During the year, your Company was declared “Broker of the Year” at the 18th Asia Insurance Industry Awards (AIIA) 2014 held in Taipei, Taiwan. The award recognizes your Company’s exemplary reputation and leadership in an extremely competitive Indian market, by catering to the needs of the underserved, particularly in the rural and semi-urban areas.
Your Company also bagged the Celent Model Insurer Asia Award in the “Data Mastery & Analytics” category at the 5th Annual Celent Model Insurer Asia Awards ceremony held in Singapore. Your Company won this prestigious accolade for its “FunDo T90” initiative which aims to align company strategy with team goals and individual aspirations by way of an innovative and engaging gamification application.
F. Corporate Social Responsibility
Through its various Corporate Social Responsibility (“CSR”) initiatives, the Mahindra Group is enabling entire communities to ‘RISE’. With a vision of transforming the lives of youth from socially weaker and economically disadvantaged sections of society, the Mahindra Group is committed to ‘building possibilities’ to enable them to ‘RISE’ above their limiting circumstances by innovatively supporting them through programs in the domains of education, health and environment.
The Company has duly constituted a CSR Committee in accordance with section 135 of the companies Act, 2013 to assist the Board and the Company in fulfilling the corporate social responsibility objectives of the Company. The CSR Committee presently comprises of Mr. Rajeev Dubey (Chairman), Mr. Ramesh Iyer, Ms. Anjali Raina, Mr. V. Ravi and Dr. Jaideep Devare.
During the year under review, your Company contributed Rs. 90.06 lakhs towards Corporate Social Responsibility to various institutions for charitable purposes. Your Company is in compliance with the Statutory Provisions in this regard.
The CSR Policy of the Company is hosted on the Company’s website
https://www.mahindrainsurance.com/corporate-social-responsibility.aspx
and a brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the year as per annexure prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure I to this Report.
G. Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st
March, 2015 forms part of this Report and is appended as Annexure II. H. Number of meetings of the Board
The Board of Directors met six times in Financial Year 2014-15 viz. 14th April,
2014, 14th July, 2014, 16th October, 2014, 12th January, 2015, 12th March, 2015
and 30th March, 2015.
I. Committees of the Board
The Company has several committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board: i) Audit Committee
ii) Nomination and Remuneration Committee iii) Corporate Social Responsibility Committee 1. Audit Committee
The Audit Committee was re-constituted by the Board on 30th March,
2015 pursuant to the appointment of independent directors on the Board. The Audit Committee comprises of:
Mr. Nityanath Ghanekar - Chairman Ms. Anjali Raina
Mr. V. Ravi
The Committee met four times during the year on 14th April, 2014, 14th
July, 2014, 16th October, 2014 and 12th January, 2015.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was re-constituted by the Board on 30th March, 2015 pursuant to the appointment of
independent directors on the Board. The Nomination and Remuneration Committee comprises of:
Mr. Rajeev Dubey Mr. Ramesh Iyer
Mr. Nityanath Ghanekar Ms. Anjali Raina
The Committee met four times during the year on 31st July, 2014, 8th
October, 2014, 12th January, 2015 and 12th March, 2015.
3. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was reconstituted by the Board on 30th March, 2015 pursuant to the appointment of
independent directors on the Board. The Corporate Social Responsibility Committee comprises of:
Mr. Rajeev Dubey Mr. Ramesh Iyer Mr. V. Ravi Ms. Anjali Raina Dr. Jaideep Devare
J. Directors and Key Managerial Personnel
Mr. Ramesh Iyer (DIN: 00220759) retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.
Mr. Nityanath Ghanekar (DIN: 00009725) and Ms. Anjali Raina (DIN: 02327927) were appointed as Independent Directors of the Company for a period of five years with effect from 30th March, 2015. These Independent
Directors shall hold the office of directorship for a term of five years and would not be liable to retire by rotation.
Pursuant to the provisions of section 152 of the Companies Act, 2013 (‘the Act’), Mr. Uday Y. Phadke, Director of the Company retires by rotation at the forthcoming Annual General Meeting scheduled to be held on 15th July, 2015.
Mr. Phadke has expressed his desire not to seek re-appointment. It is proposed not to fill up the vacancy thereby caused.
The Board placed on record its deep appreciation of the invaluable counsel rendered by Mr. Phadke to the Company and his contribution in guiding and supporting the management during his tenure as a Director on the Board of Directors of the Company.
Dr. Jaideep Devare, Managing Director of the Company, is appointed as a Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.
K. Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. L. Directors’ Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:
i. In the preparation of the annual accounts for financial year ended 31st
March, 2015, the applicable accounting standards have been followed and there are no material departures in adoption of these standards; ii. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 and of the profit of the Company for
the year ended on that date.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2015 on a ‘going concern’ basis.
v. The directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
M. Company’s policy on remuneration of Directors, Key Managerial Personnel and employees
The Nomination and Remuneration Committee and the Board of Directors have approved the Policy on Remuneration of Directors and the Remuneration Policy for Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of section 178, and the same are appended as Annexure III-A and III-B and forms part of this Report.
The Nomination and Remuneration Committee while recommending the appointment of Directors considers desirable qualifications which may amongst other things include professional qualifications, skills, professional experience, background, independence and knowledge apart from criteria of independence as prescribed under the Act.
N. Codes of Conduct
The Board of Directors of the Company had adopted separate Codes of Conduct for Corporate Governance (“the Codes”) for its Directors and Senior Management and Employees. These Codes enunciate the underlying principles governing the conduct of the Company’s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of the Company’s ethos. The Company has for the year under review, received declarations under the Codes from the Board Members, the Senior Management and Employees of the Company affirming compliance with the respective Codes.
O. Public Deposits
The Company has not accepted any deposits from the public or its employees during the year under review. There were no other deposits falling under Rule 2(i)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013 during the year under review.
P. Particulars of loans, guarantees or investments
The Company has advanced loans and advances in the nature of loans under Section 186 of the Companies Act, 2013, the details of which are mentioned in the notes to the financial statements and forms part of this Report.
The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc., as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement of the parent company – Mahindra & Mahindra Financial Services Limited and the ultimate parent company – Mahindra & Mahindra Limited, with the Stock Exchanges, are furnished in Annexure IV.
Q. Particulars of contracts or arrangements with related parties
All contracts / arrangements / transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material. Pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013.
R. Material Changes and Commitments affecting the Financial Position of the Company
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
S. Risk Management
The Company has a well-defined risk management framework in place. Your Company has established procedures to periodically review risk assessment and steps taken by it to mitigate these risks. The key business risks identified by the Company and its mitigation plans are as under:
Competitive Risks
Overall slowdown in economic activity could have an adverse effect on the financial condition and operational results of the Company.
As the overall levels of economic activity increase, the demand for insurance generally rises, and vice-versa. This impacts both, the brokerage as well as fees, generated by the business. Softening of the insurance market i.e. downward trends in the year-over-year insurance premium charged by insurers to offer protection against the same risk, could adversely affect the
business as a large portion of the earnings are brokerage which is determined as a percentage of premium charged to the customers.
Significant competitive pressures in each of the business lines
The Company competes with a large number of insurance companies and other insurance intermediaries. Some of the competitors may have or may develop a lower cost structure, adopt or provide services that gain greater market acceptance. Large and well-established competitors may be able to respond to the need for technological changes and innovate faster, or price their services more aggressively. They may also compete hard for skilled professionals, finance acquisitions, fund internal growth and compete for customers. To respond to increased competition, we may have to lower the pricing of the services.
Legal and Regulatory Risks
The Company is subject to professional indemnity claims made against it, as well as other legal proceedings, some of which, if determined against the Company, could have a material adverse effect on the financial condition or results of operations of a particular business line or the Company as a whole.
The Company traditionally has procured, and intends to continue to procure, insurance to cover professional indemnity claims and other insurance to provide protection against certain claims or losses that arise in such matters.
The business is subject to extensive regulation, which could reduce profitability, limit growth, or increase competition
The business is subject to extensive legal and regulatory oversight, including the IRDA (Insurance Brokers) Regulations 2013 and the rules and regulations promulgated by the Insurance Regulatory and Development Authority of India (IRDAI) and a variety of other laws, rules and regulations. This legal and regulatory oversight could reduce profitability or limit growth by limiting or restricting the products or services the Company sells, by increasing the costs of legal and regulatory compliance, limiting the distribution methods by which it sells products and services, or capping the brokerage it can charge for the services, limiting the amount and form of compensation it can accept from the customers, insurers and third parties, or by subjecting the business to the possibility of legal and regulatory actions or proceedings.
Though the Company employees and authorized representatives exercise due care so not to violate these laws and regulations, there can be no assurances as regards the same.
Operational and Commercial Risks
The Company’s success depends on its ability to retain and attract experienced and qualified personnel, including the senior management and operating team and other professional personnel.
The business depends, to a large extent, upon the members of the senior management team and senior operating team, who possess extensive knowledge and a deep understanding of the business and strategy. The unexpected loss of services of any of the senior executives could have a disruptive effect, thereby impacting ability to manage the business effectively till such time as an able replacement is in place. The Company is constantly working to retain and attract these professionals through various people development initiatives.
Business performance and growth plans could be affected if the Company is not able to effectively apply technology in driving value for its customers through technology-based solutions or gain internal efficiencies through the effective application of technology and related tools. Conversely, investments in innovative technology-based solutions may fail to yield sufficient return to cover their investments.
The Company’s success depends, in part, on its ability to apply and implement technology-based solutions that anticipate and keep pace with rapid and continuing changes in customer preferences. Response to these preferences needs to be timely and cost-effective. This also entails the business to incur considerable investment. In order to acquire and retain customers, the Company continuously strives to offer newer and cost-effective technologies to its customers, ahead of its competitors.
Other factors, outside of the Company’s control.
The Company has no control over premium rates. The brokerage rates, too, are capped by the current regulations.
In addition to movements in premium rates, the ability to generate premium-based brokerage revenue may be challenged by:
the level of compensation, as a percentage of premium, that insurers are willing to compensate brokers for placement activity, which in any case, is capped by the current regulations;
competition from insurers seeking to sell their products directly to consumers without the involvement of an insurance broker.
Increasing willingness on the part of customers to "self-insure”, which would increase competition and put pressure on pricing; fluctuation in the need for insurance as the economic downturn
continues, as customers prioritize their need and willingness to procure insurance accordingly.
T. Auditors
The Board of Directors at its meeting held on 14th April, 2014 had appointed
M/s. B. K. Khare and Co., as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the Annual General Meeting (AGM) held on 14th July, 2014 till the conclusion of the thirty-second AGM of the
Company to be held in the year 2019, subject to the ratification of their appointment by shareholders at every Annual General Meeting.
As required under the provisions of Sections 139(1) read with 141 of the Companies Act, 2013, the Company has obtained a written certificate from M/s. B. K. Khare & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be in conformity with the criteria specified in the said sections.
Pursuant to the recommendation received from the Audit Committee, the Board has proposed the ratification of the appointment of M/s. B. K. Khare & Co., as Statutory Auditors of the Company, the Shareholders at the forthcoming Annual General Meeting for a period of one year.
U. Comments on Auditors’ Report
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s B. K. Khare & Co., Statutory Auditors, in their report.
V. Human Resources
Your Company strongly believes in maintaining the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harrassment of any type are strictly prohibited. The Company has taken the necessary steps to enhance awareness amongst its employees in respect of the provisions of the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”) and the Rules framed thereunder. During the year under review, there were no cases filed pursuant to the Act and Rules framed thereunder.
W. Subsidiaries
The Company does not have any subsidiary as on 31st March, 2015 or during
X. Particulars regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure V.
Y. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future
There are no significant and material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations.
Z. Details in respect of adequacy of internal financial controls with reference to the Financial Statements
Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. Assessment of the internal financial controls environment of the Company was undertaken during the year which covered verification of entity level controls, process level controls and IT controls, identification, assessment and definition of key business processes and analysis of risk control matrices, etc. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.
AA. Particulars of remuneration
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees who were in receipt of remuneration of not less than Rs.60,00,000 during the year ended 31st March, 2015 or not less than Rs.5,00,000 per month
during any part of the said year are set out in the Annexure VI to the Director’s Report. The Company had no employee who was employed for a part of the Financial Year and was in receipt of remuneration of not less than Rs.5,00,000 per month during any part of the year.
BB. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
There were no Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.
Change in the nature of business carried out by the Company during the year under review.
Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.
Payment of Remuneration or Commission to the Managing Director or the Whole Time Director of the Company from any of its subsidiaries. CC. Acknowledgements
Your Directors take this opportunity to express their deep sense of gratitude to the Insurance Regulatory and Development Authority of India (IRDAI) for their continuous support and guidance rendered to the Company. Your Directors would also like to place on record their sincere appreciation for the commitment, dedication and hardwork put in by each and every employee of the Company. Your Directors are deeply grateful to the confidence and faith reposed by our customers and shareholders in us.
For and on behalf of the Board Rajeev Dubey Chairman Mumbai, 15th April, 2015
Registered Office: Mahindra Towers,
P. K. Kurne Chowk, Worli, Mumbai - 400018 CIN: U65990MH1987PLC042609 Tel: +91 22 66423800 Fax: +91 22 24915894 E-mail: [email protected] Website: www.mahindrainsurance.com
Annexure I to the Directors’ Report
Annual Report on Corporate Social Responsibility Activities as prescribed under section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)
Rules, 2014
Annual CSR Report
Brief outline of the Company’s CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs
The objective of Company’s CSR policy is to continuously and consistently generate goodwill in communities where the Company operates or is likely to operate, initiate projects that benefit communities and encourage an increased commitment from employees towards CSR activities and volunteering.
The Corporate Social Responsibility Committee (‘CSR Committee’) is responsible to formulate and recommend to the Board the CSR Policy indicating the activities falling within the purview of Schedule VII to the Companies Act, 2013, to be undertaken by the Company, to recommend the amount to be spent on CSR activities presented by the CSR Council (‘CSR Council’) and to monitor the CSR Policy periodically. The CSR Council will be supported by the CSR Secretariat at Head Office, for implementation of the approved projects. For achieving the CSR objectives through implementation of meaningful and sustainable CSR Projects, the CSR Committee will allocate for its Annual CSR Budget, 2% of the average profits of the Company made during the three immediately preceding financial years, calculated in accordance with the relevant Sections of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company has identified following CSR Thrust areas for undertaking CSR projects or programs or activities in India. The actual distribution of the expenditure among these thrust areas will depend upon the local needs as may be determined by the need identification studies or discussions with local government/ Grampanchayat/ NGOs. The Company shall give preference to the local area and areas around which the Company operates.
Thrust areas: a) Education
Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
b) Health
Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water.
c) Environment
Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water.
d) Others
Any other activities within the purview of schedule VII of the Act that the CSR Committee of the Company may define from time to time.
CSR activities of the Company are carried through: K C Mahindra Education Trust
Collaboration with other Companies undertaking projects/programs in CSR activities.
Contribution / donation made to such other Organizations/ Institutions as may be permitted under the applicable laws from time-to-time.
Directly by the Company for fulfilling its responsibilities towards various stakeholders.
The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company’s website and the web link for the same is
https://www.mahindrainsurance.com/corporate-social-responsibility.aspx
Composition of the CSR Committee 1. Mr. Rajeev Dubey (Chairman)
2. Mr. Ramesh Iyer 3. Mr. V. Ravi
4. Ms. Anjali Raina (Independent Director) 5. Dr. Jaideep Devare (Managing Director) Average Net Profit of the Company for last 3
financial years
Rs.4,503.17 lacs Prescribed CSR expenditure (2% of this amount as in
item 3 above) Rs.90.06 lacs
Details of CSR spent for the financial year: a) total amount spent for the financial year b) Amount unspent, if any;
c) Manner in which the amount spent during the financial year is detailed below
Rs. 90.06 Lacs Nil
The details in which the amount is spent is given in Schedule A below
In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report
Schedule A to Annexure I – CSR Activities at Mahindra Insurance Brokers Limited (Rs. In Lacs) Sr.
No. CSR Project or activity Identified Sector in which the project is covered
Projects or programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken Amount outlay (budget) project / program wise
Amount spent on the project / programs Sub-heads: 1) Direct expenditure on projects or programs 2) Overheads Cumulative expenditure up to 31st March 2015
Amount spent Direct or through implementing agency
1 Girls Education Programme Education Delhi 2.60 2.60 2.60 Care India Solutions For Sustainable Development 2 Organising Life Skill Education Employment Cochin, Kerala 4.56 4.56 4.56 Santhwanam Trust 3 Salaries of Teachers Education Delhi 8.40 8.40 8.40 Salaam Balak Trust 4 Health & Education Needs of
Orphan Health & Education Pune, Maharashtra 7.00 7.00 7.00 Bharatiya Samaj Seva Kendra 5 Education and Employment
enhancing vocational skills Education Mumbai, Maharashtra 58.00 58.00 58.00 K C Mahindra Education Trust (Nanhi Kali) 6 Purchase of Polysymno-graphy
Machine Healthcare & Preventive Healthcare
Mumbai, Maharashtra 3.00 3.00 3.00 Nair Charitable Hospital Department Development Foundation
7 Cost of Eye Surgeries Healthcare Mumbai, Maharashtra 0.50 0.50 0.50 Sri Kanchi Kamakoti Medical Trust
8 Purchase of Fowler Beds Healthcare Mumbai, Maharashtra 5.00 5.00 5.00 Association Of Parents Of Mentally Retarded Children
9 Medical Centre Support Healthcare & Preventive Healthcare
Mumbai, Maharashtra 1.00 1.00 1.00 Shree Hariharaputra Bhajan Samaj
Total 90.06 90.06 90.06
The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.
For Mahindra Insurance Brokers Limited For and on behalf of the CSR Committee of Mahindra Insurance Brokers Limited
Sd/- Sd/-
Dr. Jaideep Devare Rajeev Dubey
Managing Director Chairman – CSR Committee of
Mumbai, 15th April, 2015
ANNEXURE II TO THE DIRECTORS’ REPORT Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN U65990MH1987PLC042609
ii) Registration Date 18/02/1987
iii) Name of the Company Mahindra Insurance Brokers Limited iv) Category / Sub-Category of the Company Public Limited Company by Shares
v) Address of the Registered office and contact details
Mahindra Towers, 4th Floor, P. K. Kurne Chowk, Worli, Mumbai - 400018.
Tel: +91 22 66423800; Fax: +91 22 24915894; E-mail: [email protected] Website: www.mahindrainsurance.com vi) Whether listed company Yes / No No
vii) Name, Address and Contact details of
Registrar and Transfer Agent, if any Sharepro Services (India) Private Limited Unit: Mahindra Insurance Brokers Limited
13 AB, 2nd Floor, Samhita Warehousing Complex,
Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai - 400 072
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl.
No.
Name and Description of main products / services
NIC Code of the Product/ service
% to total turnover of the Company
1. Insurance Broking 67200 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr.
No Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. Mahindra & Mahindra Limited L65990MH1945PLC004558 Ultimate Holding
Company 0.0% Section 2(46)
2. Mahindra & Mahindra Financial Services Limited
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding
Category of
Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of
Total Shares
Demat Physical Total % of Total Shares A. Promoters (1) Indian a) Individual/HUF - 30 30 0.00 - 30 30 0.00 - b) Central Govt - - - - c) State Govt (s) - - - - d) Bodies Corporate 21,90,692 0 21,90,692 85.00 21,90,692 0 21,90,692 85.00 0.00 e) Banks / FI - - - - f) Any Other - - - - Sub-total (A) (1):- 21,90,692 0 21,90,692 85.00 21,90,692 30 21,90,692 85.00 0.00 (2) Foreign a) NRIs - - - - Individuals - - - - b) Other – - - - - Individuals - - - - c) Bodies Corporate - - - -
d) Banks / FI - - - - e) Any Other - - - - Sub-total (A) (2):- - - - - Total shareholding of Promoter (A) = (A)(1)+(A)(2) 21,90,692 30 21,90,692 85.00 21,90,692 30 21,90,692 85.00 0.00 B. Public Shareholding - - - - 1. Institutions - - - - a) Mutual Funds - - - - b) Banks / FI - - - - c) Central Govt - - - - d) State Govt(s) - - - -
e) Venture Capital Funds - - - -
f) Insurance Companies - - - -
g) FIIs - - - -
h) Foreign Venture Capital
Funds - - - - i) Others (specify) 3,86,598 0 3,86,598 15.00 3,86,598 0 3,86,598 15.00 0.00 Sub-total (B)(1):- 3,86,598 0 3,86,598 15.00 3,86,598 0 3,86,598 15.00 0.00 2. Non-Institutions - - - - a) Bodies Corporate - - - - i) Indian - - - - ii) Overseas - - - - b) Individuals - - - - i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh
c) Others (specify) - - - -
Sub-total (B)(2):- - - - -
Total Public Shareholding
(B)=(B)(1)+(B)(2) 3,86,598 0 3,86,598 15.00 3,86,598 0 3,86,598 15.00 0.00 C. Shares held by Custodian
for GDRs & ADRs - - - -
Grand Total (A+B+C) 25,77,320 30 25,77,320 100 25,77,320 30 25,77,320 100 0.00 (ii) Shareholding of Promoters
Sl.
No. Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year % change In share holding during the year No. of Shares % of Total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of Total Shares of the company %of Shares Pledged / encumbered to total shares 1. Mahindra & Mahindra
Financial Services Limited 21,90,692 85.00 - 21,90,692 85.00 - 0.00
2. Mahindra & Mahindra Financial Services Limited Jointly with Mr. Ramesh Iyer
5 0.00 Nil 5 0.00 Nil 0.00
3. Mahindra & Mahindra Financial Services Limited Jointly with Mr. Rajeev Dubey
4. Mahindra & Mahindra Financial Services Limited Jointly with Mr. Bharat Doshi
5 0.00 Nil 5 0.00 Nil 0.00
5. Mahindra & Mahindra Financial Services Limited Jointly with Dr. Jaideep Devare
5 0.00 Nil 5 0.00 Nil 0.00
6. Mahindra & Mahindra Financial Services Limited Jointly with Mr. S.
Durgashankar
5 0.00 Nil 5 0.00 Nil 0.00
7. Mahindra & Mahindra Financial Services Limited Jointly with Mr. Venkatraman Ravi
5 0.00 Nil 5 0.00 Nil 0.00
(iii) Change in Promoters’ Shareholding ( please specify, if there is no change) Sl.
No.
Particulars Shareholding at the
beginning of the year
Cumulative Shareholding during the year No. of Shares % of total
Shares of the Company
No. of Shares % of total Shares of the Company
1. Mahindra & Mahindra Financial Services Limited along with joint holders
At the beginning of the year 21,90,722 85.00 21,90,722 85.00
Date wise increase / decrease in Promoters Shareholding
during the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl.
No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year No. of Shares % of total Shares of
the Company
No. of Shares
% of total Shares of the Company 1. Inclusion Resources Private Limited
At the beginning of the year 3,86,598 15.00 3,86,598 15.00
Date wise increase / decrease in Shareholding during the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
At the end of the year 3,86,598 15.00 3,86,598 15.00
(v) Shareholding of Directors and Key Managerial Personnel: Sl.
No.
For each of the directors and KMP
Shareholding at the beginning of the year
Cumulative Shareholding during the year No. of
Shares
% of total Shares of the Company
No. of Shares % of total Shares of the Company 1. Mr. Ramesh Iyer (jointly with Mahindra & Mahindra Financial Services Limited)
At the beginning of the year 5 0.00 5 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
Sl. No.
For each of the directors and KMP
Shareholding at the beginning of the year
Cumulative Shareholding during the year No. of
Shares
% of total Shares of the Company
No. of Shares % of total Shares of the Company
At the end of the year 5 0.00 5 0.00
2. Mr. Uday Y. Phadke
At the beginning of the year Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
At the end of the year Nil 0.00 Nil 0.00
3. Mr. V. Ravi (jointly with Mahindra & Mahindra Financial Services Limited)
At the beginning of the year 5 0.00 5 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
At the end of the year 5 0.00 5 0.00
4. Mr. Rajeev Dubey
At the beginning of the year 5 0.00 5 0.00
Sl. No.
For each of the directors and KMP
Shareholding at the beginning of the year
Cumulative Shareholding during the year No. of
Shares
% of total Shares of the Company
No. of Shares % of total Shares of the Company during the year specifying the reasons for increase/
decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
At the end of the year 5 0.00 5 0.00
5. Dr. Jaideep Devare
At the beginning of the year 5 0.00 5 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
At the end of the year 5 0.00 5 0.00
6. Mr. Hemant Sikka
At the beginning of the year Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
Sl. No.
For each of the directors and KMP
Shareholding at the beginning of the year
Cumulative Shareholding during the year No. of
Shares
% of total Shares of the Company
No. of Shares % of total Shares of the Company 7. Mr. Nityanath Ghanekar(appointed as Independent Director w.e.f. 30th March, 2015)
At the beginning of the year Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
At the end of the year Nil 0.00 Nil 0.00
8. Ms. Anjali Raina (appointed as Independent Director w.e.f. 30th March, 2015)
At the beginning of the year Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
No change
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans
excluding deposits
Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning
of the financial year -- -- -- --
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due
-- -- -- --
Total (i+ii+iii) -- -- -- --
Change in Indebtedness during
the financial year
-- -- -- --
Addition -- -- -- --
Reduction -- -- -- --
Net Change -- -- -- --
Indebtedness at the
end of the financial year -- -- -- --
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not
due -- -- -- --
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. no. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Managing Director Whole time Director Manager
1. Gross salary --
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
93,87,067.00 -- -- 93,87,067.00
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961@
25,10,541.00 -- -- 25,10,541.00
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 NA -- -- NA 2. Stock Option -- -- -- -- 3. Sweat Equity NA -- -- NA 4. Commission - as % of profit - others NA -- -- NA 5. Others NA -- -- NA Total (A) 1,18,97,608.00 -- -- 1,18,97,608.00
Ceiling as per the Act 5% of the Net Profits equivalent to Rs.
3,27,72,736 with respect to the ceiling for the Company applicable for the financial year covered by this report. @ Includes Perquisite Value of Stock Options of Mahindra & Mahindra Financial Services for 9,150 Equity Shares of Rs. 2 each
B. Remuneration to other directors:
Particulars of Remuneration Total Amount
1. Independent Directors Mr. Nityanath Ghanekar
Ms. Anjali Raina
Fee for attending board / committee meetings
30,000 -- 30,000
Commission -- -- --
Others -- -- --
Total (1) 30,000 -- 30,000
2. Other Non-Executive Directors -- -- --
Fee for attending board / committee meetings -- -- -- Commission -- -- -- Others -- -- -- Total (2) -- -- -- Total (B)=(1+2) 30,000 -- 30,000
Total Managerial Remuneration 30,000 -- 30,000
Overall Ceiling as per the Act 1% of the Net profits equivalent to Rs. 65,54,547 with respect to the ceiling for the Company applicable for the financial year covered by this Report.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl.
no.
Particulars of Remuneration
Key Managerial Personnel
CEO Company
Secretary CFO Total
1. Gross salary -- -- -- --
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
-- -- -- --
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961 -- -- -- --
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -- -- -- -- 2. Stock Option -- -- -- -- 3. Sweat Equity -- -- -- -- 4. Commission - as % of profit - others -- -- -- -- 5. Others -- -- -- -- Total -- -- -- --
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the
Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give details) A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding
NONE
ANNEXURE III-A TO THE DIRECTORS’ REPORT POLICY ON REMUNERATION OF DIRECTORS Prelude
Mahindra Insurance Brokers Limited (“Company”) is a composite insurance broking company registered with the Insurance Regulatory and Development Authority of India (‘IRDAI’), and is engaged in providing direct insurance broking for Corporate and Retail customers and offers a range of products for the Non-Life and Life segments. The company is also engaged in the business of reinsurance broking wherein it caters to insurance requirements of insurance companies.
This Policy shall be effective from the financial year 2014 - 15. Intent of the Policy
The intent of the Remuneration Policy of Directors of the Company is to focus on enhancing the value and to attract and retain quality individuals with requisite knowledge and excellence as Executive and Non-Executive Directors for achieving objectives of the Company and to place the Company in a leading position.
The Nomination and Remuneration Committee (NRC) of the Board shall, while formulating the policy ensure that —
a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;
b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
While deciding the policy on remuneration of Directors the Committee may consider amongst other things, the duties and responsibilities cast by the Companies Act, 2013, various Codes of Conduct, Articles of Association, restrictions on the remuneration to Directors as also the remuneration drawn by Directors of other companies in the industry, the valuable contributions and inputs from Directors based on their knowledge, experience and expertise in shaping the destiny of the Company etc. The Policy is guided by a reward framework and set of principles and objectives as more fully and particularly envisaged under Section 178 of the Companies Act, 2013 and principles pertaining to qualifications, positive attributes, integrity and independence of Directors, etc.
Directors
The Managing Director is an executive of the Company and draws remuneration from the Company. The Non-Executive Chairman and Independent Directors may receive sitting fees for attending the meeting of the Board and the Committees thereof, if fixed by the Board of Directors from time to time subject to statutory provisions. The Non-Executive Chairman and Independent Directors would be entitled to the remuneration under the Companies Act, 2013. A Non-Executive Chairman and Non-Executive Non-Independent Directors who receive remuneration from the holding company or a Group Company will not be paid any sitting fees or any remuneration. In addition to the above, the Directors are entitled for reimbursement of expenses incurred in discharge of their duties. Payment of Remuneration to Nominee Directors shall be governed by the agreement with the Financial Institution/Bank appointing the Nominee Director and by the Articles of Association of the Company.
The Managing Director and other eligible Director(s) as per extant statutory provisions may be granted Employees Stock Options, Stock Appreciation Rights or any other Share based Employee benefits pursuant to any scheme that may be approved by the Board of Directors and shareholders of the Company subject to such other approvals as may be required.
Non Executive Directors may be paid remuneration either by way of monthly payment or at a specified percentage of net profits of the Company or partly by one way and partly by another, subject to the provisions of Companies Act, 2013.
The NRC while determining the remuneration shall ensure that the level and composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the Company successfully. While considering the remuneration, the NRC shall also ensure a balance between fixed and performance-linked variable pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The NRC shall consider that a successful Remuneration Policy must ensure that some part of the remuneration is linked to the achievement of corporate performance targets.
Managing Director/Executive Directors
The term of office and remuneration of Managing Director/Executive Directors are subject to the approval of the Board of Directors, Shareholders, Central Government and other Statutory Authorities as may be required and the limits laid down under the Companies Act, 2013 from time to time.
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay, subject to the requisite approvals, remuneration to its Managing
Director/Executive Directors in accordance with the provisions of Schedule V of the Companies Act, 2013.
If any Managing Director/Executive Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
Remuneration of the Managing Director/Executive Directors reflects the overall remuneration philosophy and guiding principle of the Company. While considering the appointment and remuneration of Managing Director/Executive Directors, the NRC shall consider the industry benchmarks, merit and seniority of the person and shall ensure that the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies.
Remuneration for Managing Director/Executive Director is designed subject to the limits laid down under the Companies Act, 2013 to remunerate them fairly and responsibly. The remuneration to the Managing Director/Executive Director comprises of salary, perquisites and performance based incentive apart from retirement benefits like Provident Fund, Superannuation, Gratuity, Leave Encashment, etc., as per Rules of the Company. Salary is paid within the range approved by the Shareholders. Increments are effective annually, as recommended / approved by the NRC/ Board. In terms of the shareholders' approval, the Commission may be paid to Managing Director in any Financial Year at a rate not exceeding 1/4% (one fourth percent) per annum of the profits of the Company computed in accordance with the applicable provisions of the Companies Act, 2013 as may be recommended by NRC and approved by the Board.
The total remuneration will have a flexible component with a bouquet of allowances to enable the Managing Director/Executive Director to choose the allowances as well as the quantum based on laid down limits as per Company policy. The flexible component can be varied only once annually.
The actual pay-out of variable component of the remuneration will be a function of individual performance as well as business performance. Business performance is evaluated using a Balanced Score Card (BSC) while individual performance is evaluated on Key Result Areas (KRA). Both the BSC and KRAs are evaluated at the end of the fiscal to arrive at the BSC rating of the business and performance rating of the individual.
Remuneration also aims to motivate the Personnel to deliver Company's key business strategies, create a strong performance-oriented environment and reward achievement of meaningful targets over the short and long-term.
The Managing Director/Executive Directors are entitled to customary non-monetary benefits such as company cars, health care benefits, leave travel, communication facilities, etc., as per policies of the Company. The Managing Director and Executive Directors are entitled to grant of Stock Options as per the approved Stock Options Schemes of the Company from time to time.
Disclosures
Information on the total remuneration of members of the Company's Board of Directors, Managing Director/Executive Directors and Key Managerial Personnel/Senior Management Personnel may be disclosed in the Board’s Report as per statutory requirements laid down in this regard.
ANNEXURE III-B TO THE DIRECTORS’ REPORT REMUNERATION POLICY FOR KMP’s AND EMPLOYEES This Policy shall be effective from the financial year 2014-15.
Objective
To establish guidelines for remunerating employees fairly and in keeping with Statutes.
Definition(s)
“Key Managerial Personnel” (KMP) as defined in section 2(51) of the Companies Act, 2013 means:
(i) the Chief Executive Officer or the Managing Director or Manager; (ii)the Company Secretary;
(iii) the Whole-time Director;
(iv) the Chief Financial Officer; and (v)such other officer as may be prescribed. Standard
The broad structure of compensation payable to employees is as under:
Fixed pay which has components like basic salary & other allowances / flexi pay as per the grade where the employees can chose allowances from bouquet of options.
Variable pay (to certain grades) in the form of annual / half yearly performance pay based on KRA’s agreed – as applicable.
Incentives either monthly or quarterly based on targets in the lower grades. Retirals such as PF, Gratuity & Superannuation (for certain grades).
Benefits such as ESOP scheme, car scheme, medical & dental benefit, loans, insurance, telephone reimbursements, etc., as per grades.
Increments
Salary increase is given to eligible employees based on position, performance & market dynamics as decided from time to time.
ANNEXURE IV TO THE DIRECTORS’ REPORT
Particulars of loans/ advances and investment by loanees in the shares of listed companies, their subsidiaries, associates, etc., required to be disclosed in the annual accounts of the company pursuant to clause 32 of the respective listing agreements of Mahindra & Mahindra Financial Services Limited, the holding company and Mahindra & Mahindra Limited, the ultimate parent company.
Loans and advances in the nature of loans to firms/companies in which Directors are interested are as given below:
(In Rupees Lacs)
Name of the Company Balance as on
31st March, 2015
Maximum outstanding during the year
Mahindra & Mahindra Financial
Services Limited 11,340.00 11,340.00
Mahindra Rural Housing Finance
ANNEXURE V TO THE DIRECTORS’ REPORT
Information pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo
(A) Conservation of energy-
i. the steps taken or impact on conservation of energy;
The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption
ii. the steps taken by the company for utilising alternate sources of energy – Nil iii. the capital investment on energy conservation equipments – Not Applicable (B) Technology absorption-
i the efforts made towards technology absorption – None.
ii the benefits derived like product improvement, cost reduction, product development or import substitution – Not applicable.
iii in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a) the details of technology imported b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
: None
: Not applicable
: Not applicable
: Not applicable
iv the expenditure incurred on Research and Development – Nil. (C) Foreign exchange earnings and Outgo
The information on foreign exchange earnings and outgo is funrnished in the Notes to the Accounts.
ANNEXURE VI TO THE DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
Additional information as required under sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of Directors' Report for the year ended 31st March, 2015.
Name of Employee Designation / Nature of Duties Gross Remuneration received (subject to income tax) (Rs. lacs) Qualifications Experience (Years) Age (years) Date of Commencement of Employment
Last Employment held (Designation and Organisation) Dr. Jaideep R. Devare Managing Director
118.98 Ph.D. in Management (Thesis on Insurance industry in India), Master of Management Studies (MMS) (Finance), Bachelor of Engineering (B.E.) Honors, (Production)
24 47 01/01/2009 Head – Business
Development (New Initiatives) – Mahindra & Mahindra Financial Services Limited
Kumar R. Pherwani
Principal Officer 108.57 Bachelor of Commerce, Associate of Insurance Institute of India, Diploma in Export Management
40 59 01/01/2006 Head - Insurance & Risk Management Dept - Mahindra & Mahindra Limited
K. Raghunath Chief of
Reinsurance 78.37 Bachelor of Commerce, Master of Business Administration, Associate of Insurance Institute of India
36 59 04/01/2012 Vice President - Reinsurance; Bharti Axa General
Insurance Rajesh Sharma Head-Retail &
Commercial
71.11 Bachelor of Engineering (Honors), Post Graduate Diploma in Insurance & Risk Management, Fellow of the Insurance Institute of India
20 43 01/04/2004 Retainer - Mahindra & Mahindra Financial Services Ltd
Saurabh V. Dharadhar
Financial Controller
69.65 Bachelor of Commerce, Chartered Accountant, FIT-Chartered Insurance Institute
14 35 01/07/2006 Senior Executive -Mahindra & Mahindra Financial Services Limited Anik Jain Head –
Commercial
64.63 Bachelor of Engineering (Mechanical), Post Graduate Diploma in Computer Aided Management
13 37 06/01/2014 Vice President - Marsh India Insurance Brokers Private Ltd
Notes :
1. Nature of employment is permanent, subject to termination on three month's notice on either side. Nature of employment of the Managing Director is contractual, subject to termination on three months’ notice on either side.
2. None of the above employees is a relative of any Director of the Company.
3. Information about qualifications and last employment is based on particulars furnished by the concerned employee.
4. The above employees do not hold by themselves or along with their spouse and dependent children, 2% or more of the equity shares of the Company. 5. Terms and conditions of employment are as per Company's Rules/contract.
6. Remuneration means Remuneration as defined in section 2(78) of the Companies Act, 2013
7. Dr. Jaideep Devare has been granted stocks under the Employees’ Stock Option scheme of the holding company, Mahindra & Mahindra Financial Services Limited.
For and on behalf of the Board Rajeev Dubey Chairman Mumbai, 15th April, 2015
